Episode III Revenge of the Sith Version 2
by John Silver fan
Summary: An alternate version of Episode III Revenge of the Sith if Anakin had made the right choice on the Invisible Hand and spared Dooku.
1. Chapter 1

"Good, Anakin. Now kill him!" said the captured Palpatine.

Dooku's eyes widened with shock and fear. He looked at the Chancellor to see him smiling then turned his gaze back up to Jedi Knight Anakin Skywalker, who now held the Count's life in his hands.

Anakin hesitated.

"I shouldn't."

"He's too dangerous to be kept alive. Kill him!"

Anakin sighed and deactivated the lightsabers, dropping Dooku's in front of the kneeling, handless old man.

"No. It's not the Jedi way."

Dooku stared off into space as Anakin freed his unconscious Master, Obi-Wan Kenobi, and the Chancellor. He felt dizzy and light-headed as the pain of his severed hands began to over-ride his senses. The floor suddenly rushed upon him, and all went black.

*********

Grievous, furious that the Jedi and Chancellor had escaped, made his way to the room that had not too long ago held Palpatine, and it was there that he found Count Dooku.

The Count lay motionless face down on the floor, his hands lay beside him, severed at the wrist, and his face was deathly pale.

For a moment the droid general thought he was dead, but further upon inspection, he found the former Sith Lord to only be unconscious. Putting the old man's lightsaber among the others he carried, he carefully gathered his mentor's body into his arms and carried him to the medical facility.

The medical droids went straight to work, getting the Count into a more stable condition, and then gave him metal replacement hands.

Grievous was glad Dooku was unconscious so he wouldn't feel the pain of the metal hands being attatched to what was left of his wrist, but he would mostly like feel the pain when he woke up.

**********

Grievous was right.

The first thing Dooku was aware of when he came to was the pain in his wrists. He moaned softly as he opened his eyes. He was in the medical facility of the _Invisible Hand_.

How did he get here?

Lifting his head, which felt like a lead weight, he looked at his wrists to see metal hands in place of his real ones that Skywalker had cut off during the last moments of their battle.

He sighed and let his head fall back onto the pillow.

Just then, the door opened, and a small medical droid came in, followed by General Grievous.

The medical droid rubbed some sort of ointment, like bacta, where the metal of his new hands met the flesh of his arm, releaving some of the pain, and then left.

Grievous waited until it was gone to speak.

"How are you feeling, my lord?"

"Better than before, general, and don't call me 'lord' anymore. That life is over. Now I'm just Count Dooku, not Darth Tyranus."

Grievous bowed his head.

"Of course, your grace."

"I'm guessing you're the one who found me."

It wasn't a question, but Grievous answered anyway.

"Yes. I brought you here."

There was brief pause. Then Dooku looked at the droid general.

"In doing so you mostly likely saved my life. Thank you,... my friend."

Grievous was surprised but didn't show it. Dooku had _never_ called him his friend before! If he could have smiled he would have. Perhaps now he and Dooku _could_ truly be friends.


	2. Return to the Republic and Jedi Order

The next few months were spent at Dooku's manor on Serenno and were filled with hours of vigorous training and sparing for Dooku and Grievous.

At the first meeting of the Separatist Council in months, the other Separatist members paused to take in the changes in Dooku's appearance. They took in his metal hands, old Jedi robes, and long hair, which went a little below his shoulders and was pulled back into a ponytail.

"Why are you dressed as a Jedi?" Nute Gunray asked finally, unable to keep quite any longer.

"It's time we go back to the Republic. Lord Sidious needs the Separatists to be able to carry out his plans. If there are no Separatists, he cannot complete his plans. He must be stopped. He planned to betray us all anyway, so we should turn on him before he turns on us. He already turned on me months ago when the Chancellor was kidnapped, ordering Anakin Skywalker to kill me as I knelt helplessly before him. Fortunately, Skywalker refused, thus sparing my life. Following a Sith Lord will only bring your own downfalls. I shall rejoin the Republic and fight alongside the Jedi and Clones instead of against them. If you wish to follow me, then do so. If not, it's your choice."

One by one, they all agreed to rejoin the Republic.

*********

After assisting in an important battle for the Republic, Dooku and the others were welcomed back, and Dooku was also welcomed back into the Jedi Order. He was even given a seat on the Jedi Council. He was often partnered up with Obi-Wan and Anakin, sometimes one or the other and sometimes both. He would also sometimes even assist Master Yoda in training the Younglings. It was so good be back among the Jedi.

*********

Dooku walked towards the créche in search of Master Yoda. He found the ancient Jedi teaching some of the Younglings how to use a lightsaber.

Yoda immediately sensed his former Padawan and turned to see the elderly man standing in the doorway.

"Younglings. Younglings, a visitor we have," he said.

The Younglings, each of whom Dooku guessed to be around for or five years old, turned off their training sabers and looked at the tall Master in the doorway, who stepped into the room.

"Hello, Master Dooku," they said in unison.

Dooku smiled.

"Hello, young ones."

He went over to Yoda.

"How help you can I?" his old mentor asked.

"Actually, Master, I have come to help you. Master Kenobi suggested helping teach the Younglings to calm myself."

Yoda nodded in understanding then turned to his class.

"Younglings, teach the class Master Dooku shall."

Younglings nodded and turned their attention to the tall, elderly Master, waiting for him to tell them what he wanted them to do first.

"All right, young ones, First, show me what you know."

They obeyed, showing Dooku all that they had learned.

"Good," he said with a smile when they finished and turned back to him.

Master Yoda watched with a small smile as Dooku interacted with and taught the Younglings. It was clear to him that his former apprentice's awkwardness with children was gone.

*********

Dooku returned to his quarters feeling calm, relaxed, and refreshed. His afternoon with the Younglings had driven away his stress and tension. As he made some tea he idly wondered if he should perhaps consider taking a Padawan. He drank his tea and decided to meditate on it.


	3. A New Apprentice

Dooku glanced down at the girl walking beside him. She was about eleven and a half years old, a human like him, had auburn hair, and green eyes.

Her name was Saria Taylor, and she was now his new Padawan Learner.

He led her back to their quarters, now that they had been approved by the Council. Once there, he told her that she had a half hour to wash and then meet him in the main living area.

After she had disappeared into the 'fresher to take a shower, Dooku went to his quarters, got two meditation mats, a mirror, and a leather case, folded like a large wallet. He went back into the main living area, put the meditation mats down, one in front of the other, leaned the mirror up against the armchair in front of the mats, put the leather case down beside the mat furthest away from the mirror, knelt on the mat, closed his eyes, and began to meditate, gathering the Force about him, and waited for Saria.

Saria appeared a few minutes earlier than she had been told, her hair, still a little wet from her shower, wrapped in a towel.

"Come here, Padawan," Dooku said, without opening his eyes.

Saria obeyed and knelt on the other meditation mat, eyes down towards the foot of the mirror. They shot back up, however, when Dooku took the towel and began to dry her hair properly.

"Master, you don't have to-"

"I know, Padawan, but I want to," Dooku interrupted gently.

Saria became quiet and turned her eyes back down to the foot of the mirror.

Once her hair was dry enough, Dooku opened the leather case, revealing a comb, a small pair of scissors, and several rows of tiny, red, blue, and green beads. He picked up the comb and began to brush out her hair.

After her hair was free of tangles, Dooku chose a lock of hair behind her right ear to be her Padawan braid and carefully pushed the rest of her hair behind her shoulders. He cut a bit of the hair he had chosen so it was only about a couple inches long, then took a few stands of his own hair, placed the ends to the ends of her short hair, closed his eyes, and concentrated with the Force. When he opened his eyes he looked at the hair he had been holding to see that the strands were now connected, as he auburn hair seemed to flow into the silver of his own.

He braided the chosen lock of hair, putting a red bead in the first two inches down as a symbol of a Padawan Learner.

Once he finished, he let go and looked at the girl.

"I am now a part of you, Saria, through fusing some of my hair with your own. I welcome you as my Padawan Learner."

Saria smiled and studied her reflection in the mirror, fondling the braid, absently noticing how sharp of a contrast the silver of Dooku's hair made with her own.

Dooku smiled as he watched her for a few moments, before getting up, taking the case and his mat back to his quarters, and then going into the kitchen to make some tea.


	4. Comfort and Acceptance

"Good, Skywalker," Dooku said as he parried Anakin's attack.

Ashoka and Saria watched their Masters spar, the men taunting each other good-naturedly.

As they locked blades and gazes, Dooku's heart tore. As he gazed into Anakin's face he saw his beloved wife, Shmi. It had been three years since she had died, and the wound left by her death was still fresh in his heart. He had loved as he never loved anyone before.

"Master?" Anakin questioned, seeing the distant and pained look in Dooku's eyes.

Dooku shook his head and shoved the young Knight away. Anakin recovered and attacked again. The elderly Master dodged and clipped Anakin's heels, sending him to the floor and lightly touched the tip of his saber, which was on it's lowest setting, to the young man's chest, signalling the killing blow and end of the match.

"Good match, Anakin," he said as he helped his step-son to his feet.

Anakin smiled and nodded his head in thanks. He enjoyed hearing his first name from his step-father, though it was rare that Dooku called him by his first name.

"Thank you, Master Dooku."

"Master Dooku, there's someone here to see you. He's waiting in your quarters," said a young Padawan as they came up to the small group.

"Thank you, young one. Lets go, Saria."

Saria nodded.

"Yes, Master. Bye, Master Skywalker. Bye Ashoka."

"Bye, Saria. Bye, Master Dooku," Anakin and Ashoka answered.

Dooku nodded his farewell and led the way to their quarters, where he found, to his surprise, General Greivous waiting.

"Grievous?"

"Dooku," the droid general said in way of greeting.

The two shook hands, while Saria stared at the cyborg nervously.

"Come here, Padawan."

The twelve year old girl went to her Master's side.

"Yes, Master?"

"Meet General Grievous, a good friend of mine, who also saved my life a year ago."

The girl bowed in greeting.

"Hello, General Grievous."

"Hello, child."

Saria repressed a shudder as his eerie voice.

"You may have the afternoon to yourself, Padawan."

"May I go to the gardens?"

Dooku smiled and nodded.

"You may."

"Thank you, Master. Good to meet you, General," Saria said as she scampered out the door.

Dooku smiled as he watched her go then turned to his former second in command.

"How have you been, my friend?"

"Fine, other than having been stuck with Gunray."

Dooku stifled a chuckle.

"Sorry about that, but I figured it would go him some good to be stuck with you for a while. It was to be a punishment to him, not to you."

"It has been for both of us."

Dooku smiled and offered the general a seat as he made some tea for himself, reminding himself that Grievous no longer ate or drank.

"I see you have a new apprentice."

"Yes. Saria Taylor. She's twelve and has been my Padawan for about a year now."

Grievous nodded.

*********

"Master, something's bothering Master Dooku."

Anakin sat with Yoda in the Council Room, empty save for the two of them.

Yoda reached into the Force of his former Padawan's feelings.

"Hmm. Troubled by pain of loss he is. Tormented by guilt."

"From what?"

Anakin had come to truly care for his eldery step-father in the past year and was worried for him.

"Troubles him the loss of your mother, his wife, does. Guilty he could not save her he feels."

"What can I do?"

Yoda looked at the Knight.

"Talk with him you should. His step-son you are, and your step-father he is."

Anakin nodded and went to find Dooku.

*******

Dooku looked up from his book with there was a knock on the door.

"It's open," he called.

Anakin came in.

"Master Dooku?"

"Skywalker. How can I help you?"

Anakin took a breath.

"Actually I'm here to help you."

Dooku cocked a brow in confusion but put his book down and guestured to the nearby armchair.

Anakin sat down and looked at the Master.

"I know you feel guilty about Mom's death."

Sorrow flashed across Dooku's face, and he looked away.

"It wasn't your fault. There was nothing you could have done."

"I should have known about the posion. I should have known!"

Anakin wasn't fazed by Dooku's outburst.

"But you didn't. No one did. You did your best to save her."

"But it wasn't enough. She died in my arms."

Anakin got up and sat beside the old man.

"I know, but you tried and many people would have just given up. You didn't, which is a testament of your love and devotion to her."

Dooku finally faced his step-son, tears in his dark eyes.

"I don't blame you for Mom's death, and you shouldn't blame yourself. The lengths you went to try to dave told me that you truly loved her with every fiber of your being, and I'm grateful that she had someone like you to love her to the end."

The dam finally broke, and the Master finally cried the tears he had been holding back since Shmi had died.

Anakin wrapped his arms around Dooku and held him close, sending soothing waves to him through the Force.

Finally, Dooku calmed down and pulled back.

"Mom would be proud to see how far you've come from that day,... Dad."

Dooku stared at Anakin in shock at first then slowly smiled. Anakin smiled back and hugged him. The elderly Master returned the hug, his mind and heart at peace for the first time since Shmi had died.


	5. Geonosis

Dooku felt a wave of disgust as he followed Yoda, Mace Windu, and Ki-Adi Mundi into Palpatine's office. He longed to tell them the truth, but knew he couldn't.

"Ah, Master Yoda, Master Windu, Master Mundi, and Master Dooku. Welcome. Please, have a seat."

The Masters sat down as Senator Padme Amidala and Senator Bail Organa entered.

"Greetings, Masters," was the chorused greeting from the two senators, which was returned.

Dooku felt his former Sith Master's eyes boring into him and threw up his shields. Only he knew and could sense the truth about Palpatine, but the other three Masters felt his shields slam up and gave him questioning glances, which he avoided.

Palpatine sought anything he could use against Dooku but only met the elderly Jedi Master's solid mental shields.

Dooku knew if he got past his shields he would learn of Saria, and he had vowed to protect his young Padawan from the horror and darkness of the Sith Master.

"Now then, there has been illegal activity reported on Geonosis. Poggle the Lesser has requested Master Dooku's assistance along with one other Jedi."

"Perhaps we should send Master Kenobi," Padme suggested.

Bail, Palpatine, Ki-Adi, and Mace agreed.

"No. Send Skywalker and his Padawan we shall."

"Master Yoda, are you sure?"

Yoda nodded.

"Sure I am, Chancellor."

Mace turned to Dooku.

"Return to the temple, inform Skywalker and Padawan Tano, and then prepare yourself and your Padawan."

Dooku bowed and left, dread filling his heart. Palpatine now knew he had a Padawan.

*********

"_That's _Geonosis?"

Dooku chuckled.

"I told you it wasn't much at first glance, Padawan."

Anakin piped in.

"But it's a _lot_ more once you're actually on the planet."

Dooku nodded in agreement with his step-son.

"Indeed."

**********

Poggle the Lesser greeted them personally.

"_Ah, Dooku, Knight Skywalker, apprentices_."

Only Dooku understood the strange language.

"Hello, Poggle. It's good to see you again," he said with a smile.

He gently brought Saria in front of him.

"This is my Padawan, Saria Taylor."

"_Greetings, Miss Taylor_."

Saria gave her Master a questioning look.

"He was saying hello."

"Oh. Hello, Archduke," she said with a bow.

Anakin and Ashoka stepped forward.

"I'm sure you remember Anakin Skywalker. This is his Padawan, Ashoka Tano."

"_Greetings, Skywalker, Miss Tano_."

Dooku translated for Anakin and Ashoka, who returned Poggle's greeting.

"So, Poggle what kind of illegal activity are we talking about?"

"_Espionage and trespassing. We need some Jedi for a bit of security_."

Dooku frowned.

"Poggle, we're peacekeepers, not security guards."

Anakin joined in.

"Yeah. Jedi fight for peace and safety of a race or planet, not security."

Poggle glared at the Knight then turned his attention back to his former leader.

"_Please, Tyln. You of all people should understand how important this is to Geonosians. Just for one night_."

Dooku sighed.

"All right. _One_night, Poggle."

"_Thank you, my old friend_."

**********

Night found the four Jedi split up along the Hive. Dooku took the area closest to Poggle's quarters, in case the Archduke needed to speak with him. They had last spoken an hour ago, Poggle wishing him goodnight.

Dooku felt a disturbance in the Force from Poggle's quarters, which, from his wandering his area, he was now nearby. A cry from his friend sent him tearing towards the Archduke's quarters. As he dashed through the halls, old memories battering his mind, he alerted Anakin, Ashoka, and Saria.

A touch of the Force blew the doors open, and he flew into Poggle's quarters to see a shadowy figure standing above the limp Archduke.

His red blade lit his face and the face of an unknown man, who held a dagger covered in Poggle's blood.

The attacker fled, and Anakin and Ashoka, who had just arrived with Saria, pursued him.

Saria stayed with her Master, as he knelt beside his friend and gently lifted the upper part of his body into his arms.

Poggle stirred weakly and opened his eyes.

"_Tyln_?"

"Poggle, I'm so sorry."

Poggle just bearly managed to shake his head.

"_It's not your fault, my friend. I did not tell you there had been attempts on my life_."

Dooku glanced back at Saria.

"Saria, get help, quickly."

Saria dashed off to do as her Master had said.

When she got back with the help, they were too late.

Poggle the Lesser was dead.

********

His hood up, Dooku stared at the flames of Poggle's funeral pyre, his face empty, but inside his heart was breaking. Poggle had always been a good friend of his.

Anakin, Ashoka, and Saria, their hoods also up, looked at the elderly Master. Anakin wanted to comfort him, but knew that Saria should instead and gently urged the girl to do so.

"Master?" she asked in a small voice.

Her Master looked at her, and all words fled her mind as she looked into those sorrowful eyes.

Dooku knelt in front of her, so he could look at her better.

Saria then hugged him, since it was the best thing she could think of doing. Dooku held her in return, her embrace comforting him better than any words could have.


	6. For the Love of His Padawan

"Master!"

Saria's cry traveled across their quarters and hit Dooku like a kick in the stomach. He leapt from his bed and crossed the space between their rooms in a matter of seconds.

"Padawan?!"

Saria flew from her bed to her Master's arms and cried.

Dooku cradled her against him, gently rocking her, giving her every bit of comfort he could from her nightmare.

"Shhh. It's all right, Padawan," he crooned softly.

Saria hicupped, managed to stop crying, and clung to her Master, burying her face in his chest and breathing in the fresh, clean scent that was his and his alone and she would know anywhere. She inhaled that comforting scent and nuzzled his chest once more.

The Master gently lifted his small, twelve year old apprentice into his arms, sat on her bed, held her close to him on his lap, and continued to cradle and rock her as she trembled against him.

At loss of what to do to ease her fear, Dooku gently stroked her hair and continued his rocking as he cradled her on his lap.

"I saw you die, Master," she sobbed.

Dooku gently held her closer to him.

"Be at ease, my dear Padawan. The Force's will shall be done," he whispered gently.

Saria finally calmed down.

"Would you like me to stay?"

"Yes please, Master."

Dooku smiled and lowered himself back onto the bed as Saria rolled over beside him. He pulled the blanket over them with the Force and smiled when Saria snuggled closer to him.

Saria quickly fell asleep, wrapped in her Master's comforting presence and strong arms.

Dooku pressed a soft kiss to the top of her head and held her close as he fell asleep.

He didn't do this for himself or for the Force in any way. He did it for the love of his Padawan.


	7. For the Love of Her Master

"Achoo!"

Dooku groaned as his head throbbed from his violent sneeze and the fever. He had come down with the flu and was miserable.

"Why me?" he asked himself.

Saria came in with a bowl of soup.

"I brought you some soup, Master."

Dooku smiled at his thirteen year old Padawan.

"Thank you, Padawan."

His face contorted, and he quickly grabbed a tissue.

"Achoo!"

"Bless you, Master," Saria said as she handed him the bowl.

As Dooku took a bite, he felt his Padawan's small, gentle hand touch his forehead.

"You fever feels like it's gone down a bit."

"A-a-a-..."

Saria quickly held a tissue to his nose just in time.

"Achoo! Thank you, Padawan."

"You're welcome, Master."

Dooku finished the soup and lay back down.

"I hate getting sick."

Saria smiled.

"Everyone does."

Dooku chuckled slightly.

"True."

"I spoke with Master Kenobi. He said he would teach your class of Younglings today."

Dooku sneezed before he could answer.

"Tell him I said thank you. You may go now, Padawan."

"Yes, Master."

Saria bowed and left, going into the main living area to read.

She smiled as she picked up her book. She knew Dooku hated having to rely on other people, especially his apprentice, but right now he had no choice. She didn't mind taking care of her Master, especially since he took such good care of her.

She didn't do it to feel good about herself, or to simply repay Dooku. She did it for the love of her Master.


	8. Creché Lullaby

Council Member Jedi Master Obi-Wan Kenobi quietly approached the Creché, following Jedi Master Tyln Dooku and Padawan Learner Saria Taylor's Force signatures. When close enough to the nursery for the Younglings at the ages of four through eight, he heard the unmistakable, rich, smooth, rumbling, yet gentle baritoneof the elderly Master and fellow Council Member.

"All right, Younglings, once you're all settled, I'll sing you a lullaby."

The younger Jedi opened the door and looked in to see the children settling in their beds. Saria stood off to the side of her Master, who stood in the middle of the room.

"Are you settled, Younglings?"

"Yes, Master Dooku," the children answered together.

The Council Memeber smiled and began to sing.

"Little children, please close your eyes  
Close your eyes, yes shut them tight  
As a dream to your heart soon flies  
Soon you will awake to morning's light

Little children, relax your mind  
As I sing to you this lullaby  
One day here your place you'll find  
If you believe know that you can fly

Little children, I say goodnight  
Sleep well and plesant dreams  
You are safe in the Force's light  
As you travel night's enchanted streams."

Saria joined him in singing the rest of the song.

"Dream a dream straight from you heart  
Let your friend's love all around you surround  
When you do, you won't be so far apart  
Knowing you're being watched from all around

Your innocence is like a shinning star  
You'll be to many people a true friend  
Your friends will help you in life go far  
They'll be there for you to the bitter end

But for now, little children, dream a dream."

Saria, now fifteen, smiled at her Master, for that had he had sung to her during their first year together, only the word child had become children since he had been singing to all the Younglings in the Nursery and not just one child.

Dooku smiled back and led his Padawan out of the nursery, turing off the lights as they left the sleeping Youngings. They walked out the door and found a mystified Obi-Wan, who hadn't known that the former Sith could sing.

"Eavsdropping again, Master Kenobi?" Dooku asked half joking and half serious, an eyebrow cocked at his fellow Council Member.

"Master Yoda asked me to find you, and I didn't want to interrupt you putting the Younglings to sleep," Obi-Wan said, looking sheepish.

Dooku smiled warmly at his grandpadawan.

"It's all right, Obi-Wan. Did Master Yoda say what he wanted?"

Obi-Wan shook his head.

"No. He just said he wanted you to meet him in quarters alone."

Dooku nodded once.

"Very well."

He turned to Saria.

"Saria, you may return to our quarters do as you like until I return."

His Padawan bowed.

"Yes, Master."

Wondering why his old Master wanted to see him so late at night, Dooku headed towards Master Yoda's quarters, while Saria headed for their own, quietly humming the lullaby.


	9. Farewell Master Dooku

"She turns twenty today," Dooku said as he walked towards the Archives with Anakin.

"It's been nine years already?" Anakin asked his stepfather.

The elderly Master, now ninety-two, nodded.

"Before I know it, she'll be taking the Trials and becoming a Knight."

Anakin smiled.

"I remember when Ashoka passed the Trials."

"She did very well."

The two fell into a comfortable silence, and Anakin studied his stepfather.

Dooku had been one of the best in the Order, trained by Master Yoda, and had, in turn, trained one of the best himself, Qui-Gon Jinn. The Master had been one of the beat swordsmen in the galaxy, but now as age truly caught up with him, most of his strength came from the Force, much like Master Yoda. He was still one of the greatest of the Jedi, but his time was growing short.

Anakin wondered how much longer Dooku would live then quickly drove the thought from him.

***********

Saria stood before the Council, glancing occasionally at her Master just to the right of her.

"Masters, I feel that it is time for Saria to take the Trials. She's ready, for she has learned all I can teach her."

"Hmmm. One last lesson, Padawan Taylor has yet to learn. A lesson learned with Qui-Gon you did, my old Padawan," Master Yoda said.

Dooku swallowed.

"She must learn to let go of her attachment to you if she is to be able to leave your side as your Padawan and become a Knight," Mace Windu said.

***********

"This isn't fair! Let go of my attachment?! What does that even mean?!"

Saria had been ranting in their quarters for nearly ten minutes.

"I'm ready for the Trials, Master!"

Dooku made a calming motion with his hands and sent calming waves through their bond.

"I know, Padawan, but I can't change the Council's decision."

************

"I think she's ready now."

Obi-Wan walked through the gardens with Dooku.

It had been three years since Saria had been denied the Trials.

Dooku had been ailing for the past year and half, but even though he was slowly dying, he stubbornly continued to teach Saria, only allowing Obi-Wan or Anakin to do what he could no longer do himself.

"I feel the same, Obi-Wan."

"What will you do after she becomes a Knight, Grandmaster?"

Dooku thought for a moment then shrugged.

"I'm not sure, my young grandpadawan."

Obi-Wan smiled.

"I'm not that young anymore."

"You're young compared to me," Dooku countered.

The two fell into an easy silence, and Obi-Wan studied his grandmaster.

The elderly Jedi hadn't changed very much in appearance. His long, noble face was wrinkled even more by age, his hair and beard were now white, but other than that, his appearance was practically the same. The Force flowed through. giving him the strength he needed as his own faded.

***********

Dooku cut off Saria's Padawan braid.

"Rise,... Jedi Knight Taylor."

Saria stood up, and Dooku smiled proudly at her.

Later, the two were in their quarters, which would soon just be Dooku's quarters once again.

"You did better on the Trails than I could have ever hoped you would. I'm proud of you, Saria."

"Thank you, Master."

There was a brief pause.

"My time is almost up."

Saria looked at her now former Master. She had a bad feeling about this.

"What?"

"My time in this world is almost over."

She froze.

"Tonight, I shall become one with the Force."

"Master, you can't die! Not yet! I still need you!"

Dooku looked calmly at the new Knight.

"You're a Jedi Knight, now, Saria. I'm no longer your Master, you no longer need me."

"Yes I do."

The elder Jedi shook his head.

"No. This is why the Council wouldn't let you take the Trials three years ago. You're too strongly attached to me. Saria, you know as well I do that I'm dying, you've known that for over a year. You have to let me go."

**********

The next day a somber Anakin and Obi-Wan were slowly walking towards Master Yoda's quarters, dreading the sorrowful news they had.

"I can't believe he's gone," Anakin said, barely above a whisper.

Obi-Wan lay a comforting hand on the younger Master's shoulder.

"At least he didn't die alone. You were very strong and brave to stay with him, even though you knew you'd probably watch him die."

They walked the rest of the way to Master Yoda's quarters in silence. After recieving permission, they entered the ancient Master's rooms. They bowed to him.

"Sit."

They sat down and paused for a moment, unsure of what to say.

"Master Yoda,... Master Dooku died last night," Obi-Wan said, deciding to get right to the point.

Yoda's ears dropped a little as he bowed his head.

"Already know I do. Felt him pass into the Force I did. Completely broken our old training bond now is," he said sadly.

"If you felt it, does that mean Saria would have felt it, too?"

The little Master nodded.

**********

The Council, Saria, Ashoka and her Padawan, Chancellor Bhade, and some of Dooku's closest friends, Jedi or not, watched as the flames consumed the elderly Master's body.

Anakin watched the flames swallow his stepfather's regal face, which still held the peaceful expression he had when he died. Beside him, to his left, Saria was crying and being comforted Ashoka and Padme.

The young Master bowed his head, fighting back his own tears. He felt a comforting hand touch his right shoulder and looked up to see that it was Obi-Wan.

"He's with your mother and Qui-Gon now."

Anakin gave a small, half-hearted smile at that.

***********

When his ashes were to be scattered, it was shown all over the Holo-net. Once it was done, the Chancellor was asked to speak.

"Though I didn't know him very well, I knew him him well enough to know that he was a great man, courageous, strong, loyal, faithful, independent, respectful of those higher than him, generous, kind, and a born leader. Farewell, Master Dooku."

***********

All over the galaxy, beings whose lives had been touched by the elderly Master bowed their heads in sadness.

***********

Aboard the commanding Trade Federation starship, General Grievous listened to Chancellor Bhade's words, agreeing with him.

"Farewell, Master Dooku."


End file.
